ZOE
by hoppnhorn
Summary: Pre-Legacy: CLU is drawn to the disc wars and a certain warrior. CLU/OC
1. Let the Games Begin

**My first TRON fic. Please review and let me know that you think!**

When he'd first saw her, she was unremarkable. Her black hair fell to the middle of her back, tied in a knotted ponytail. Her face was plain and emotionless, a straight nose, rounded cheeks and chin made her easily forgettable. He'd been standing a good distance above her, watching Kevin clap his hands as the programs were ushered into the arena. CLU watched his creator and cocked his head. The man's enthusiasm was almost childish. Kevin turned and looked at him, a huge smile on his face.

"This is gonna be fun, man." He turned to look back at the large stadium in front of them, rubbing his palms together. "Radical." He murmured, shaking his head. CLU stepped forward and took his place beside Kevin, gazing out the window. The hovering chamber drifted just over the crowd, which hummed with excitement.

The group of programs were flexing and stretching, preparing as they were guided into cells. Kevin had created this game many cycles ago, training programs to use their disc in combat. No one was ever hurt, but the game proved to be entertaining and challenging, evoking an enthusiastic response from observers. Today was the first public battle, filling the stadium to capacity. CLU felt his chest tingle; even he was affected by the event.

Once the cells were filled, they floated silently into the air, pairing off randomly. An announcement boomed through the arena, but CLU wasn't listening. His mind was focusing on his task at hand. Perfection. He glanced at Kevin who was bouncing slightly, bending his knees. _What was the purpose of this game?_ CLU wanted to voice his question but the games began and his attention was shifted back out the window.

The players moved like lightening, their preparation for this match exploding in their muscles. They were impressive. CLU's eyebrows raised as programs moved with such speed that trails of light hung in the air. The crowd cheered and grew to a loud roar. Kevin pressed his hands against the glass, leaning forward to see more.

"Look at them go." He laughed, leaning his forehead against the window. "Amazing." CLU felt pride swell in his chest. Programs were very different from users and Kevin loved their grace and beauty.

"Combatant 4, Eliminated." The announcer boomed. CLU watched as a program pinned another, hovering his disk over his opponent's throat. CLU felt a tingle in his stomach, but he didn't react. The pinned program dropped from the cell, the floor disappearing beneath him, and he landed on his feet on the arena floor. A program motioned him forward and CLU recognized TRON. The program clapped the defeated player on the back, leaning in to say something, then motioning towards an exit. CLU watched TRON smile friendly as the program retreated, rubbing his neck.

The game proceeded in a similar fashion, programs slowly being eliminated. Then there were only two. Kevin started to bounce again, crossing his arms as he stood near the window. CLU had since sat on the provided couch, watching from a slouched position.

"She's something." Kevin whispered and CLU's interest perked. He rose and returned to Kevin's side, gazing out at the two programs.

The cell had widened to create a larger battling area. A male program with bluish green circuits stood opposite a female program with a light blue. The names displayed on the board revealed them to be MOD and ZOE. CLU cocked his head. Kevin saw his confusion and elaborated.

"Zonal Operating Environment." He chuckled. "Wrote her in high school." CLU nodded, watching the program circle her opponent. The male modification program moved slowly, gauging ZOE's movements. She struck.

She ran at him then leapt into a flip, only a few feet from his reach. MOD swung under her, missing by a millicycle. ZOE landed behind him and swung out with her disc. He dodged the attack, rolling away towards his right. CLU's arms jerked involuntarily, his own body reacting to what he saw. Kevin giggled.

"I know, man." CLU's circuitry pulsed as he watched her spin and dodge, attacking with such agility it made his eyes ache. After several rounds of missed attacks, MOD landed a kick in ZOE's side.

"No." CLU choked. Kevin turned with a surprised look on his face. Then he let out a small giggle.

"Relax, man." CLU lowered his eyes, feeling foolish for investing so much in a silly game. ZOE slid in the cell floor, her momentum tossing her hard against the wall. MOD flew through the air, raising his disc to end the match. ZOE narrowed her eyes and waited, feigning defeat. Then, at the last second, she rolled. MOD landed where she'd been laying and ZOE kicked out, knocking his feet from beneath him. He tumbled to the floor and she drew her disc to his throat, the light humming above him. CLU breathed a sigh of relief as the arena thundered.

"Combatant 9, winner." ZOE pulled back, standing tall. Her name started in a chant but her face remained serious.

"Awesome." Kevin thundered, clapping CLU on the shoulder. "Amazing stuff, CLU." Then he walked away, moving toward the back of the chamber toward the arena door. CLU remained at the window, staring out at her. Her body rose and fell with her breaths but she didn't reveal any fatigue. MOD stood slowly as the cell lowered to the stadium floor. TRON neared them and the walls disappeared, the three programs standing in the center of the arena. TRON clapped MOD on the shoulder and reached out for ZOE. She took his hand and CLU's stomach lurched. TRON shook it softly then shot his arm up in the air, raising ZOE's with it. The crowd roared, cheering for their hero. TRON's voice rang through the arena.

"ZOE!" CLU watched her gaze up at the thousands of programs, her face only slightly smiling. Kevin bounded out onto the arena, wrapping an arm around ZOE's shoulders. He leaned into her and whispered something, nodding toward the observation chamber. CLU felt his stomach clench and ZOE's eyes shot up at him. He took a step back from the glass. Her face didn't change but she lowered her head ever so slightly, nodding up at him. CLU's chest tightened and his helmet appeared, covering his face. Kevin's brows knotted in confusion as CLU turned and strode away.

**Leave me something =)**


	2. Up Close

**Enjoy =)**

End of Line pulsed through the elevator door and CLU braced himself for the noise awaiting him. When the doors slid aside, he wrinkled his nose. Programs were everywhere, crowding the entire bar. CLU moved past several, looking for Kevin. His creator had gone out to celebrate with the rest of the grid, taking his trusty sidekick TRON. CLU had grown bored standing around alone so now here he was, pushing through the writhing programs surrounding him.

A laugh permeated the room and CLU grimaced. In the back corner of the club he spotted Castor and Pollux the two programs that ran End of Line. Kevin had put a lot of effort into the programming of the two brothers and enjoyed the results. They were twins and shared identical code, although they were styled like day and night. Castor's white, long hair flowed to his shoulders while Pollux had short, jet-black hair, spiked dangerously around his head. Pollux was hanging on Kevin's every word, laughing hysterically and tossing back a drink. Castor spied CLU and his face broke out in a grin.

Castor had a thing for CLU the same way Pollux adored Kevin. It would be eerie to an outsider, the two identical pairings, but Kevin saw no harm in the programs' harmless infatuations. CLU, however, couldn't stand it. TRON was leaning on Kevin's right, talking to a program with long black hair. CLU's throat closed at the sight of ZOE. She had her hair down, the fluid, onyx strands flowing over her back. Castor had made his way to CLU and put a hand on his shoulder.

"Well look-y who's joined us." He purred, his blue eyes dancing over CLU. "Want a drink, sir?" He cooed, rubbing his fingertips into the muscles of CLU's arm.

"No, thank you." He mumbled, watching ZOE. He was afraid of moving, remembering his earlier hesitation at the arena. TRON noticed him and smiled, waving casually. CLU tensed.

"Actually, yes." He suddenly said to Castor, turning to look him in the eye. "I'll have a drink." Castor's eyes sparkled and he grinned.

"Of course." He purred, disappearing towards the bar. CLU moved toward TRON, working hard to steady his breath. ZOE watched him approach. Her eyes were different than earlier, their green irises much lighter than he recalled. TRON laughed.

"You decided to join us." CLU nodded softly, his eyes on ZOE.

"Your battling was impressive." He spoke, startling both himself and ZOE. He hadn't intended on saying the thought out loud but she had disarmed him. She smiled.

"Thank you." Her voice was soft but firm. CLU felt warmth grow in his chest. He was alarmed by the reaction and he set his face, casting a glare at TRON.

"What is the point of this?" He said, motioning towards the room. TRON's smiled faded and he sighed slightly.

"It's what Kevin calls a party." CLU didn't quite understand the function of such a distraction. An arm wrapped around his shoulders and Kevin appeared, hugging him roughly.

"Lighten up, CLU. Today was a great day." TRON smiled again, taking a drink and chuckling at Kevin's drunken happiness. Pollux beamed at the identical men.

"To the creator!" He shouted, lifting his glass in the air. The rest of the room echoed his toast, cheering. ZOE joined them, her smile growing. Kevin just chuckled. CLU leaned into his ear.

"But what is to be accomplished here?" He asked. Kevin hummed a nonsensical tune, twirling a finger in CLU's face.

"Absolutely nothing, man. That's the beauty of it." Then he clapped him on the shoulder and switched his embrace to Pollux who beamed with joy.

"Come on! Another round on me!" He thundered, pulling the program towards the bar. Pollux let out a tinkling laugh as they walked away. Castor returned, giving CLU a huge grin as he handed him his drink.

"Here you go, CLU." He purred. CLU murmured his gratitude and took a sip, the blue liquid tickling as it ran down his throat. He glanced at ZOE and noticed that TRON had leaned into her, speaking quietly. Her face revealed nothing as to the content of his words but CLU's stomach knotted. Castor ran a hand down his arm.

"Did you enjoy the battle?" He asked, peering up into CLU's face.

"Yes." CLU responded, trying to catch ZOE's attention. "The players were exceptional." He stared at her as he said it and she caught him, locking into his gaze. Castor glanced between the two and his smile froze.

"Will you be fighting again?" Castor asked ZOE, trying to win points with CLU. She glanced at TRON who grinned.

"I hope to continue training, yes." She answered. CLU neck prickled. Training with TRON.

"Maybe you should be playing, TRON." CLU said, taking a drink. ZOE laughed and CLU almost choked.

"No one would stand a chance." She giggled, her smile the biggest he'd seen yet. TRON rolled his eyes and squeezed her shoulder.

"You will soon easily beat me." TRON said. "You've learned very fast." ZOE flushed slightly and she sipped her drink.

"You are an excellent teacher." She replied. CLU felt sick. He'd been so hypnotized by this program and now she was blushing at TRON's words. Castor squeezed his arm.

"Would you like another?" He purred in his ear. CLU looked down and realized that he'd down his drink. He nodded and handed the empty glass to Castor who disappeared into the crowd again. Pollux's shimmering laugh sounded again and CLU's skin crawled. He suddenly wanted to leave.

"Congratulations on your victory." He said abruptly, taking ZOE by surprise.

"Are you leaving?" She asked, her brows lowering in confusion. TRON mimicked her expression.

"You can't leave, you just arrived!" He exclaimed, motioning to the commotion around them. CLU kept his eyes on ZOE.

"I'm not the party type I suppose." He responded. "Best of luck on your training." He added, turning and striding toward the elevator. CLU flinched as left, knowing Kevin would be disappointed at his lack of socializing. Castor's voice called from behind him.

"CLU? Where are you going?" His voice was whiny and CLU took larger steps. He was almost to the elevator when a hand touched his arm. CLU whirled, expecting Castor. His eyes settled on ZOE, standing behind him. She stared at him for a second then reached out a hand, holding it out between them. CLU slowly took it.

"Thank you." She murmured, her eyes locked on his. He nodded. Then she released him, walking slowly backwards toward the club. When she met the crowd, she turned and disappeared into the mass of programs. CLU turned and stepped into the elevator, his chest swelling with warmth. His hand tingled as he pressed the button for the ground floor.

**Anybody know the Castor Pollux myth? Just a fun little twist. ;) Comments please! **


	3. Combatant Eliminated

**I'm on a bit of a roll. Shout out! =) A HUGE thank you to skycord1990. Comments mean the world to me! This one's a little longer. Hope you enjoy. **

CLU pushed the cycle faster, leaning forward over the body of the vehicle. The speed calmed his thoughts as he wound through the light cycle course. Kevin had left a few cycles prior and CLU needed to feel control. He owned this cycle and he was the only one it obeyed. His helmet whistled as the air moved over it. A grin curled over his lips and he took a ramp upward toward the surface. His arms prickled with anticipation as he took the incline, soaring up into the air. He let out a laugh, sounding exactly like Kevin. Then he hit the ground and turned hard, his body tensing against the change in direction.

A program stood near the outside of the course, watching him silently. CLU rolled his eyes when he recognized Jarvis. Kevin had made the annoying assistant for him to compensate for his absence. CLU didn't care much for the program, wishing instead that Kevin would stay dedicated to their mission and not leave the grid. Jarvis was always following him and it was getting tiresome.

CLU slowed his cycle and pulled up next to Jarvis. The program lit up.

"That was a fantastic run sir." He gushed. CLU didn't bother to retract his helmet.

"What is it?" He asked, rolling his eyes. Jarvis lurched forward, approaching the cycle.

"TRON wishes to see you sir."

"Where?" CLU growled, unhappy at being summoned like a child. Jarvis smiled, happy to be useful.

"He's in the arena, I have a ship waiting for your transport." He practically sang the words. CLU leaned back over the cycle.

"I'll ride." He murmured, taking off before Jarvis could respond. The program slumped as his master grew fainter in the distance.

CLU sped through the outer grid, his yellow glow noticeable by every program he passed. Several slowed when he approached, gazing at him while he'd whip by in a blur of light. The arena wasn't lit completely but CLU could see the lower level's glow from the street. He decelerated and deactivated his cycle in mid ride, rolling gracefully to a standing position. He was the best cyclist on the grid and he had the tricks to prove it. CLU walked into the arena through a large entrance, taking in the activities inside. Programs, all shielded by helmets surrounded TRON in a wide circle in the middle of the arena. One program came running at TRON and leapt, landing an attack near his head. TRON blocked it and flipped backwards, touched down in a crouch. His opponent came at him again, jutting a disc at TRON's left while landing a swift kick on his right side. TRON groaned and stumbled, whipping around in a circle. The program ripped a leg under the distracted TRON and he fell. CLU recognized the move and he smiled under his helmet. ZOE.

TRON blocked her incoming disc and pushed, reeling her backwards enough to free himself. He stood and lunged at her with his disc, which she blocked. He struck again and again but ZOE blocked him easily, her stance strong and steady. CLU held his breath. She was fearless and fast, rivaling her teacher. TRON swiped at her again and she ducked, pushing off the ground with both feet, ramming TRON in the waist with her shoulder. He fell backwards and she straddled him as he fell, bringing her disc to his throat. The programs around them had been cheering but went silent at TRON's defeat. CLU felt his suit tighten around his waist and he went rigid. He didn't want to reveal his attraction to this program but his body was betraying him. He swore mentally, trying to steady the warmth that spread through is body.

ZOE was still straddling TRON but she removed her disc, replacing it behind her back. CLU's thoughts shifted from arousal to anger. TRON ran a hand up her thigh briefly and CLU growled quietly in his helmet. His touch disappeared before it was noticed by the rest of the crowd, ZOE standing up and offering him a hand. TRON took it and stood, coming almost helmet-to-helmet with his student. CLU strode forward, ready to break up the events.

"TRON." He said sternly, his helmet still over his face. TRON looked over at him and retracted his helmet. His breathing was slightly labored and CLU grinned. ZOE retracted hers as well. Her eyes were a steely green. CLU loved how different she looked when she fought. Her face was solid, revealing little emotion and her eyes were always dark, almost hungry. TRON turned to the rest of his students.

"Continue working, then maybe you all could be that good." CLU retracted his helmet, wearing a cocky smile.

"Careful TRON, they might get ideas." Soft chuckles were exchanged between students as they revealed their faces. TRON just laughed.

"I'm already in trouble with this one." He motioned to ZOE. She was watching CLU with a fierce seriousness and he almost raised an eyebrow.

"Yes. She is truly a warrior." The term caused her to lower her gaze. TRON laughed and ran a hand through his hair.

"It's just a game CLU." He said patting ZOE on the shoulder. "Go get some rest." He murmured to her. She nodded curtly to TRON and CLU, turning and leaving the arena. CLU watched her go and TRON noticed it.

"She's a loyal program." He said carefully. CLU felt TRON's jealously and he wanted to laugh. _Serves him right._

"You wanted to speak to me?" CLU said, wandering past TRON.

"Kevin won't be returning for longer than expected." CLU closed his eyes, frustration mounting in his throat. This was becoming more and more of a habit. "The plans to expand the grid will be delayed." He added, watching CLU's back rise and fall.

"No." CLU finally bellowed, turning a furious glare on TRON. "No they won't be. We will expand without him." TRON frowned.

"CLU, that's foolish, we need the creato—" CLU stepped closer to him, raising himself taller than TRON.

"I was made in his image, I will continue his vision." He growled, stepping away when the echoes faded. CLU started back towards the exit, unwilling to converse with TRON any longer. His helmet formed over his face again and he murmured to himself as he left the arena.

"…with or without him."

The second disc battle could have filled the arena twice. CLU grinned as he looked down at the screaming programs through his gleaming helmet. Their excitement made him proud of his magnificent system. TRON filed into the arena with the rest of the players as they exited their craft in the center of the field. It rose and floated away leaving them surrounded by their fans. Some players raise their arms, evoking chants and cheers. ZOE stood silent next to TRON. CLU knew her eyes were dark beneath her helmet and a tingling ran through his chest. He was genuinely looking forward to this match.

Cells formed from the floor of the arena and the combatants stepped inside. CLU noticed that TRON tensed when ZOE stepped away from him. He knew that the teacher had grown fond of the student, too fond for his taste. When all were standing inside, the cells lifted from the ground, raising high for all to see. CLU's stomach swirled with excitement. They paired off randomly and ZOE faced a program called VAN. CLU smirked, knowing no one stood a chance against her.

The game began and the crowd roared. CLU watched ZOE fly around her cell, soon pinning VAN to the floor.

"Combatant 2, Eliminated." VAN fell through the cell and met TRON who patted him encouragingly. ZOE waited.

"Combatant 7, Eliminated." A male program dropped and ZOE rose to meet the victor. CLU smiled. She was doing splendidly. Her new opponent was a female. The two immediately lunged at each other, kicking and flipping around the cell. ZOE bounced her disc and twisted past an attack, catching her disc and pinning her opponent.

"Combatants 9, 3, 1, 8, Eliminated." The announcer boomed. TRON helped his students to their feet. ZOE's cell sank, meeting a male program. CLU reclined, assured that she was the finest fighter. TRON watched her cell, his gaze exposed by his retracted helmet.

"This match is going quickly." CLU didn't turn to look at Jarvis. Ignoring him proved more productive. "Don't you think sir?" Jarvis begged for attention. CLU rolled his eyes under his dark helmet, wishing he could turn him off. Jarvis neared him and CLU allowed it, hoping the proximity would quiet his annoying questions.

"Combatants 5, 10, Eliminated." ZOE had dispatched another player, rising once more.

"Combatants 4, 6, Final Round." CLU's stomach tightened. He wanted her to be ruthless. The thought of her defeating TRON rose into his mind and he hardened slightly. She was his warrior. CLU moved his leg in his slouched position, covering his growing erection with his cape.

ZOE let her opponent, a program called EDI, charge at her. She stood still, her stance wide. CLU felt himself stiffen further. She was growing more confident, cocky even. EDI swung at her and she dodged him, her feet still planted. CLU's pulse rose. EDI swung again and ZOE shifted her weight, avoiding him. She was making her opponent look foolish with very little effort. EDI paused and ZOE swiped at him, missing his arm by inches. CLU inhaled sharply. Any closer and he would have lost the limb to deresolution; she was playing dangerously. EDI stumbled backward, shocked by ZOE's sudden aggressiveness. CLU glanced at TRON who was pacing under her like a trapped animal.

"She's not a student anymore." CLU growled, his arousal steadily increasing. Jarvis took a step forward, leaning down to him.

"I'm sorry, sir?" He asked. CLU barked at him before he could get any closer.

"Bring her to me when she wins." He ordered. Jarvis took a step back and left the room in a hurry, eager to please. CLU returned his attention to ZOE. EDI had charged her and she stood her ground. At the last second, she moved and he passed her. She struck out with the heel of her foot, sending him face-first into the cell floor. EDI scrambled to stand and ZOE didn't advance but stood over him, cocking her head. TRON froze beneath her, watching with a frown on his face. He hadn't taught her this; she was teasing, prolonging an inevitable win. EDI whirled and faced her.

"What are you doing?" He asked, his voice barely audible over the cheering in the stands. CLU leaned forward, awaiting her response. ZOE stepped back from EDI several paces, then ran at him full speed. He shrunk back and she kicked off the floor and flipped over his head, extending her legs in a hands-free cartwheel.

"Magnificent." CLU purred. She landed behind EDI and he spun to face her. ZOE grabbed the side of his helmet and pushed him sideways, sending him to the floor once again. Then she was over him, hovering her disc over his throat.

"Combatant 4, Winner." The announcer boomed. The cell lowered and ZOE remained over EDI until they reached the ground. He retracted his helmet, gasping for air under his attacker. When the walls dissolved, ZOE stood and replaced her disc. TRON rushed forward, offering a hand to EDI. The crowd was chanting her name, screaming wildly. Jarvis appeared and CLU watched him approach the still-masked ZOE. The program leant forward cautiously, whispering to her. Her gaze lifted to CLU's craft, looming over the stadium. Then she stalked past Jarvis who flinched away.

TRON reached out and he gripped her arm. CLU wished she'd strike him like she'd done EDI, but she halted. TRON leaned into her and his face was lined with a frown, his teeth showing as he spoke. CLU chuckled to himself. TRON was obviously unhappy, the opposite of CLU's current mood. He practically purred when TRON dropped ZOE's arm and she continued toward the exit.

**Aren't you glad I'm not leaving you hanging ;) No worries, next chapter will follow shortly.**


	4. The Student

**Ok so I realized, much much much love to XxCheshireGrinxX!, that I may have rushed things a smidge. So I wrote this to kind of ease the transition between CLU and ZOE. Hope you enjoy and I apologize for the weirdness. =)**

_TRON was working her hard and ZOE enjoyed the challenge._

"_Stay alert. Don't let your defense distract you from your attack." He explained. ZOE nodded and took a deep breath, steadying herself in front of him once again. TRON leapt and she blocked him, swiftly gliding around his body. Her disc jutted out at his abdomen but he caught her in time. _

"_Better." He panted. Her speed was increasing and ZOE knew she was pushing TRON as much as he was pushing her. "Again."_

_TRON swung at her and she ducked, popping up and thrusting an attack at his head. He blocked it and shoved her back with his disc. Her stance remained solid and he charged her. ZOE deflected several close swings, concluding with their discs locked in a stalemate. TRON chuckled, his face only inches from hers. _

"_Good." ZOE smiled weakly, straining against his weight as they pressed on each other. Then TRON backed away, his eyes sparkling. "Very good." ZOE grinned._

"_Thank you." TRON approached her quietly, closing the space between them. His gaze warmed ZOE's chest and she felt her cheeks tingling. He'd taken a special interest in her, practicing with her alone several times. TRON looked into her eyes and ZOE felt her heart flutter. Her face reddened and TRON blinked, broken from his trance. _

"_Your stance could be more fluid." He suddenly said, pushing lightly on her shoulder. ZOE shifted her foot to regain her balance, his criticism, not the shove, taking her by surprise. _

"_Bend at your knees and flow with the blocks. You're too rigid." Her smile evaporated but she nodded. He was right. _

"_I think it suits her." A voice interjected. TRON's eyes lifted and ZOE turned. _

_CLU walked out of the dark border of the room, his hands clasped behind his back. His face was gentle and teasing, resembling the creator the most since she'd met him. ZOE allowed herself to smile slightly, pleased with the compliment. TRON stepped forward, his shoulder appearing in her line of sight. _

"_It's not a matter of good or bad." He retorted. CLU chuckled. ZOE knew the two didn't see eye to eye on many things, but she'd lately felt trapped between them. _

"_Then why change it?" CLU asked with a light laugh. ZOE liked CLU. He'd always praised her skills. The first day she'd fought, the creator had made a point of telling her CLU had pleased with her performance. _'CLU was very impressed.'_ Had been his words. Now as she stood behind her teacher, she wished TRON would show her the same confidence. _

"_It's very aggressive." TRON said. ZOE snapped out of her head. _

"_Precisely." CLU purred, lowering his voice to a delicious bass. ZOE fought a shiver. His praise made her tingle and his presence was starting to evoke the same response. TRON shook his head._

"_It's a game, CLU. Not everything is about control." CLU grinned, turning his eyes to ZOE. _

"_Sure." TRON didn't move from her side as if he felt the need to protect her. CLU smiled at her, locking onto her with intensity like never before. He normally said very little to her directly, but his demeanor was different today. "Flynn is asking for you in the I/O." CLU added, keeping his eyes on ZOE. TRON tensed. ZOE knew he didn't want to leave her alone with CLU and her stomach tightened at the idea. She'd never spoken to CLU without TRON near._

"_Of course." TRON finally said, turning back to face her. "Come, we will continue later." CLU stepped closer._

"_I'd like her to stay." He said. The words sounded friendly but ZOE knew they were a command. TRON was the older program, but CLU was the true authority. Without much of a choice, TRON nodded, his back to CLU. He reached out and rested an open palm on her shoulder. The skin heated at his touch and she smiled. _

"_You're improving well." He murmured. ZOE dipped her head._

"_Thanks to you." TRON smiled and rubbed his thumb back and forth over her suit. These subtle touches had increased since the first battle and ZOE secretly celebrated each one. Then he released her and left the room without glancing at CLU's dangerous grin. When he was gone, ZOE folded her hands and looked quietly at the floor, unsure of what to say._

"_You don't need improvement." CLU spoke, breaking the silence. ZOE's head shot up, a look of confusion on her face. _

"_I can always learn from TRON." She whispered. CLU chuckled. _

"_TRON could learn from you." He purred, taking a few steps closer. ZOE's face warmed at the compliment. _

"_I am what he taught me." She answered, blushing deeper when he shook his head and neared. _

"_You are more." The words sent chills down her spine and her face tingled. He side stepped her and circled. "Your attack is swift. Your base is solid." ZOE's pulse sped. Then his voice was very close, hovering over her ear. "And your defense is ruthless." _

_Ruthless. _

_ZOE's breath caught in her throat. She was dizzy from his compliments. He'd single handedly done what TRON never did: indulged her need for ego. CLU circled back around to her front, his face drifting only a foot from hers. ZOE searched for a word, anything to say to him. _

"_It's just a game." She murmured, her voice breathy. CLU smiled. _

"_Not for you." He backed away slowly, leaving her dazed. "I look forward to the second battle." He called back to her as he disappeared from the room. ZOE felt her pulse slow and she fought to steady her breath. _

_She had to win._

**I hope you liked it. =) Can't promise I won't change it again. I want to do this story right. Leave me a comment.**


	5. Rewarded

**Practically the same as before, just a tad tweaked. I changed some wording here and there. Just moved back a chapter. If you haven't read the new chapter, "The Student", I encourage you to do so. It paces things a little better. Sorry for the confusion. Enjoy!**

Her footsteps echoed through the hall and CLU smiled, closing his eyes. He'd been waiting for her since the match had ended. ZOE entered his chamber quietly, striding forward into the bright room. She walked right up to the glass, looking over the arena as if she did this everyday. Her helmet was still folded over her face, masking any breath or expressions. CLU just admired her, thinking of words to say. He closed the door with a small flick of his wrist from where he stood near the frame. She hadn't noticed him there, his helmet shielding his head. Standing directly behind ZOE, he took long, quiet steps toward her and she didn't react, gazing through the glass.

TRON stood with the rest of the programs in the arena, speaking with them and coaching. His expression was serious and his movements were shallow and halfhearted. He looked up suddenly, as if sensing ZOE's stare, and he darted his eyes away, knotting his brow.

"He's angry." She spoke out loud, her voice digitally gargled. CLU halted behind her within arms reach.

"You were incredible." He purred deeply, clasping his hands behind his back. ZOE's body rose and fell slowly.

"I was prideful." She answered, her voice lowering.

"You were powerful." He retorted, recalling her movements with a rapid pulse. ZOE intoxicated him with her skill and dangerous precision.

"He was disappointed." Even through her helmet, CLU heard her sadness. She'd been hurt by her teacher's lack of approval. CLU frowned. TRON was a fool.

"TRON is weak." CLU boomed, reaching forward and stroking her arm with an index finger. "You have surpassed him. You don't need him." He cooed, removing his touch. ZOE stood up straighter, placing an open palm on the glass.

"He is my teacher." She said softly, her voice monotone through her helmet.

"You are no student." He replied. "You are a warrior." ZOE didn't speak, gazing out the window at TRON. He moved his students out of the arena, refusing to look up at her. CLU felt his body surging with need, his mind wandering. He wanted to touch her, stroke her, and praise her in everyway possible.

"Warriors are rewarded." He growled, his arousal heating his circuits. "Does TRON reward you?" He asked, stepping closer. ZOE didn't turn to face him.

"No." She answered bluntly. CLU's voice rumbled in his chest.

"Does TRON reward his finest student?" He teased. He was so close he could feel her body heat on his stomach and it excited him further. CLU reached out with a gloved palm and looped it under her left arm, reaching across her stomach. She sank into his embrace, settling her shoulders into his chest.

"No." She murmured, still gazing out the window. TRON remained in the entrance of the arena, speaking to Jarvis. _Where is your prize now, TRON?_ CLU thought. The program looked up at the window and CLU retracted his helmet, grinning from ear to ear.

"Do you want to be?" He purred into her neck. TRON stared, anger flushing his face as he watched CLU intimately cradle ZOE. She was silent for a moment, gazing out the window at TRON. Then she laid her head back on CLU's shoulder.

"Yes." She whispered. CLU grinned down at TRON. _I win._ He reached out with one hand and touched the glass. It reacted to the silent command and glazed, blocking the room from view. CLU turned his head and kissed ZOE's neck, pressing her against his body with his hand. She met his hard crotch and he groaned, lowering his hand down her abdomen. ZOE arched against him as he pressed between her legs. Her helmet disappeared and CLU saw her face was red.

"CLU." She whispered, reaching up and circling his head with her left arm. He happily met her mouth, hungrily slipping a tongue into her opened lips. She moaned and rubbed against his erection. CLU panted, returning the gesture with his fingers between her thighs. ZOE opened further, fisting his hair as she purred into his mouth. He ground into her, his need growing to new heights. CLU had only felt this sensation a couple of times since his creation but this was different, clouding his senses and sharpening them at the same time.

He'd wanted to do things, these things, to ZOE for many cycles. Their first encounter had left him breathless and their last made him ache. Her He deactivated her suit, running a finger under the material around her neck and dragging it down her spine. The black fabric dissolved into tiny pixels, evaporating from existence before they hit the floor. She shivered at the exposure, her body hot with arousal. ZOE rubbed against him and he gripped her under the left knee, raising it to her waist. Then he circled his other arm around her abdomen and entered her with a gloved finger.

"CLU." She moaned, spreading for him as plunged inside of her hot opening. CLU was crazy with arousal, grinding his erection into her butt and penetrating her with his hand. He pulled her knee further from her body and slipped a second finger into her slick folds. ZOE jerked against him moaning loudly in his arms.

"Do you like that?" CLU growled, nibbling her jaw. ZOE squirmed against him, panting.

"Oh yes." She whined. Her hands ran through his hair, grasping at him. He stroked inside her until she started to shake then he took his fingers away. ZOE took deep breaths, leaning against him for support. CLU used his free hand to deactivate his own suit, running his finger down his side. His cock broke from the material and CLU groaned. ZOE rocked her hips against his, gripping his sides with her hands. He grabbed her other knee, lifting her from the ground and walking backwards to the observation couch. ZOE was light in his arms and he pictured her flipping easily through the game cells. He sat on the soft cushions and positioned her over him. Her back stuck to his chest, their bodies damp with perspiration. With her legs on either side of his, CLU lowered her and she guided him inside.

"CLU" She hissed, the friction driving them both wild with ecstasy. She was wet and hot, surrounding him like a glove. CLU bucked up into her and groans thundered in his chest. ZOE sunk onto him, pushing harder with each thrust. He shuddered and rubbed her breasts, flicking his thumbs over the hard peaks.

"Yes." He growled, biting her neck gently.

"CLU." She moaned, clutching his hair. He bucked hard, rewarding her.

"Yes." He groaned. A hand drifted down between her legs and he rubbed her clit. She arched higher, crying out.

"My leader." CLU panted into her neck, her words driving him mad. The pressure at his spine was throbbing, threatening release. He fought against it, plunging into her again. ZOE met him with more force and her legs started to quiver. She was so close. CLU rubbed faster, encouraging her. "My soldier." He growled, thrusting hard. ZOE dug her nails into his thighs as she overloaded, her body writhing in a fit of pleasure.

"My lord." She purred, reaching up to his head. He kissed her deeply and ZOE rode him slowly, whining. CLU felt his head start to spin and he pulled out of her. Gripping her hips, he flipped her to the couch on her back. ZOE reacted, spreading her legs as he covered her with his solid chest. CLU pressed her knees to the sides and back, filling her as he slid his cock in to the hilt. She dug into his back, her body still sensitive from her first overload. He pounded her fast, his own climax nearing steadily.

"CLU." She cried, clutching her eyes shut. "CLU!"

He overloaded with a yell, his body shuddering over her. His mind ceased to exist and he went rigid, his last thrusts quick and shallow. ZOE hugged him when he collapsed on top of her body. CLU panted into her neck, his energy spent.

"Sir?" ZOE tensed at the voice and CLU leaned up, fury darkening his face.

"What could POSSIBLY be this important Jarvis?" He bellowed, staring at the program over the back of the couch. Jarvis shrunk back, flinching at his master's words.

"I'm sorry, sir, but TRON said—"

"I DON'T CARE WHAT TRON SAID!" He screamed at the pathetic assistant. ZOE grinned slightly under him and stroked his chest with her fingers. Jarvis lowered his eyes, shaking with fear.

"Master Flynn has returned." He whispered, backing out of the room quickly as the door slid shut. CLU let out an angry sigh. ZOE was tracing his muscles with her fingertips, smiling contently. CLU took her chin in his hand, lifting her eyes to his. Her irises were light again, sparkling.

"I must go." He purred, pulling himself from her body. His suit started to reform and he ran a thumb over her shoulder, starting her suit. She stared as the pixels as they covered her quickly. When they both were dressed, he took her hand and lifted her from the couch. ZOE flushed as they stood face to face for the first time that day. She lowered her gaze shyly and started to the door in silence. CLU caught her hand before she'd gone, bringing her back against his body. He kissed her deeply, holding her head with one hand, the other molding her to him. When they separated, he took her chin again.

"You are perfect." He murmured. His choice of words was strong but CLU knew he'd spoken the truth. ZOE smiled.

"I only fight for you." She whispered. CLU released her, pride swelling in his chest. He picked up his discarded cape, draping it over his shoulders. His chamber lifted from the arena and the ship floated towards the main tower where CLU, TRON, and Kevin commanded the grid. When it settled into its docked position, CLU's helmet folded over his face.

They left the chamber with their heads held high, like royalty parading through a street. ZOE had replaced her helmet, prompting nervous glances from the guards lining the halls. She followed behind CLU to his right, a more powerful and dangerous guard than any other. CLU let his frame grow taller as they neared the control bay.

TRON stood in the center of the room, his back toward the entrance. Kevin, next to him, looked over when CLU entered and smiled.

"Hey man, what kept you?" He asked, walking quickly to his side. CLU retracted his helmet and smiled pleasantly, eyeing TRON.

"Addressing some oversights." He answered. Kevin made a puzzled face but TRON turned, his eyes knowing CLU's full meaning. Kevin shrugged off the strange answer.

"TRON tells me we're ahead of schedule with the expansion." CLU waited for a scolding but Kevin smiled. "I knew I could count on you two." He chuckled, clapping CLU on the shoulder. TRON flinched. _"I was made in his image, I will continue his vision."_ Kevin's attention fell to ZOE and he grinned.

"Congratulations, ZOE, on another fine victory." He said genuinely. "TRON tells me your skills are the most impressive on the grid." ZOE didn't speak but dipped her head. CLU felt his face grow hot. He praised her now, knowing he faced losing her.

"The very finest." CLU added, catching Kevin's eye before directing his gaze pointedly at TRON. "The very best." He rephrased. TRON's eyes blazed and CLU knew he'd struck the correct nerve. Kevin just raised an eyebrow, completely unaware of the silent feud between the two programs.

"Right…" He murmured. Then he wandered away, motioning to the grid with an arm and ranting about advancements and expansions. CLU wasn't listening. In this moment, he was enjoying the fury in TRON's eyes. His student had challenged him, beaten him, and left him.

_Now she's mine._ CLU thought, grinning at TRON from across the room.

**Leave me something. =)**


	6. Change

**Ok! Here's some stepping-stones to the ending ahead. Don't think this one's going to last much longer, but we'll see what happens. =) Love to Cyberbutterfly and XxCheshireGrinxX and everyone who's favoriting without reviewing. ;) I still love ya.**

His programming whirled in an endless circle where no logical outcome arose. Kevin had been elated when the ISO's appeared on the horizon. CLU? He didn't know what to think. His code wasn't built for this, he couldn't adapt to the idea. Free forming, mutated algorithms? They didn't exist in his reality. These forms were unknown and unstable. They didn't belong on his grid.

His grid. CLU grinned at the idea. Recently, it had seemed like he'd been the only one focusing on the advancement of the system. It only felt right to claim it. Kevin's attentions had shifted, taken away from the ultimate goal by these new ISO's. He wanted to bring them back to his world, claiming they would change everything.

But CLU didn't want to change Kevin's world, not now. The grid was still imperfect and needed to be tuned and strengthened. Kevin's neglect to the system was frustrating and childish.

"Come see, man!" Kevin shouted, popping his head into view. CLU was standing in the control room of the tower, looking out over the city. He turned when he heard the man's juvenile glee and forced a smile. Kevin waved a hand at him, urging him forward.

"It's beautiful." CLU reluctantly followed the beckoning user, clasping his hands behind his back. His impatience was getting harder to quell, but he tried to please Kevin. Despite his creator's faults, CLU felt an overwhelming need to make him happy. It was almost like a flaw in his code, forcing him into the feeling against his will. He kept the fake grin on his face, wondering what he was going to see.

Kevin walked briskly, his giddy excitement evident in his stride. CLU had to suppress a laugh. It was getting harder for him to comprehend that his likeness was created in this man's image. Kevin Flynn as a playful child in comparison to CLU's commanding leadership. They rounded several winding halls, reaching an elevator and dropping down to the ground level. Kevin just grinned and rocked on his heels, letting out random chuckles of excitement. CLU only watched him, pondering the cause of this enthusiasm. When the doors opened on the city streets, Kevin tore around the building, jogging lightly. CLU didn't race after him but walked calmly, eyeing the curious programs that witnessed their creator bounding out of sight. He felt a pang of embarrassment and he quickened his pace.

"Flynn, where are you go—" CLU's voice died in his throat when he turned the corner. Kevin stood a small distance away, watching CLU's reaction. He clapped his hands in front of his face when he saw the shocked expression.

"Ha!" He laughed, walking to CLU's side and gripping his shoulders with an arm. "What do you think?"

CLU didn't know what to think. He didn't know if he was even thinking. In front of him stood two large towers, lit by a green-blue glow. They were tall and dominating, jutting out from the ground at a round base and peaking up into the sky. CLU couldn't speak, words unable to describe the emotions he had swirling in his circuits. What were these things? Why hadn't he known about them? What did they do?

"They're for the ISO's." Kevin answered one of his silent questions. CLU's face grew warm, thinking of the irritating programs. Kevin studied his reaction and CLU closed his mouth, trying to win back some of his composure.

"I'm going to take them home. They will be a gift to my world." He said, waving his arm in the air in a grand gesture. "They're gonna solve everything!" CLU continued to stare at the glowing structures, comprehending his user's words. He was going to fix his world and abandon this one.

"Flynn?" A voice called out to them on the street and the identical men turned. TRON walked towards them, his mouth opened slightly at the sight before him. "My user." He whispered, a smile forming on his parted lips. Flynn chuckled and took the program under his other arm.

"I know, right? This is what it's all about, man!" CLU's confusion halted.

"What about our system?" He asked. Kevin's expression faltered for only a second and TRON looked to the creator with a stare of amazement.

"It will all change, CLU." Kevin replied, hugging his program closer. CLU suddenly felt a dark repulsion. His vision was crumbling before his eyes and Kevin Flynn was the root cause. The grid would become a servant to the real world. CLU couldn't allow that. TRON let out a small laugh.

"Incredible." He breathed, putting a hand on Flynn's opposite shoulder, the two interlocked at the side. CLU flinched at the clapping sound it made near his ear. He pulled away from the two and Flynn gaze him a puzzled look.

"I have work to oversee." CLU said, his eyes dull with the betrayal he felt. His user, his own image, was going to abandon the grid. The system would be left weak and drained from the outside world drawing from their strength and information. CLU needed to solidify this world, protect it from Kevin Flynn. His feeble excuse made Kevin nod, his smile fading.

"All right." He said, patting him on the arm gently. TRON gave CLU a glance, unhappy with his user's dampened elation. CLU nodded and turned, walking back towards the tower. His eyes found ZOE, standing a ways down the street. Her gaze traveled up and down the two figures glowing in the distance, the skin on her face taunt and expressionless while he approached. Then he stood at her side, placing a hand on her shoulder as ZOE looked up at him. CLU had felt deserted until that moment. Everyone would follow Kevin to their destruction and CLU would be helpless against it. But when her eyes found his, he saw the irises darken. She was his one true companion. ZOE would stand with him, fight for the grid's perfection and strength.

A smile raised the corners of his mouth and he squeezed her shoulder. Her eyes sparkled and they communicated silently, breathing side by side. Then he moved away, walking back towards the tower elevator. ZOE stepped quietly after him, her presence comforting as he contemplated the work ahead of them.

**Leave me something =)**


	7. The Beginning

**Hmmmmm, just a little ZOE time. Enjoy!**

"_Go." Her voice gargled. Two guards left her side, their robotic footsteps clunking away. Her mind whirred with irritation and she lifted her arms from her sides, crossing them across her chest. _

_Jarvis was standing in front of CLU's chamber, blocking her from entering. ZOE smiled under her helmet, knowing that the program was envious of her relationship with his master. CLU never summoned or dismissed her like he did Jarvis. _

"_Master CLU is occupied." He smirked, thinking his words hindered her actions. Occupied. He should know better by now. She strode forward, debating whether or not to strike Jarvis across the face. Violence seemed so tempting, especially today. The construction on the grid was grinding her nerves and the incompetence of the guard wasn't helping._

"_Out of my way." She growled. Jarvis set his jaw. _

"_He is not to be—" Her hand moved like lightening, whipping across his face. He knew that CLU's orders of solitude did not apply to her, yet he had the gall to stand in her way. CLU's laugh was muted through the door, her slap echoing in the hall. Jarvis looked up at ZOE, holding his mouth. The disgust on her face wasn't apparent but her message was clear. _

"_Let her in." CLU chuckled, the door silently opening to reveal his dark room. Jarvis ducked to the side, anger clouding his eyes. ZOE wasn't satisfied. Her fist flew to his throat, gripping around it harshly. He didn't respect her, but he would. _

"_Out. Of. My. Way." She repeated, her voice dipping lower than normally possible. Her fingers dug into his flesh and he squirmed, terror replacing the disdain in his eyes. _

"_I uck— apolo—gize." Jarvis choked out, his hands writhing uselessly at his sides. ZOE grinned. Her hold disappeared and she pushed him away as he gasped for air. CLU chuckled again and she entered the darkness, the door closing promptly behind her. _

_Her suit lit the room as she walked through. The normally glowing walls were black, leaving her the sole beacon in a sea of shadow. CLU's chamber was a long yet narrow room and it ended on a raised platform. His bed engulfed the entire back of the room, large enough for five programs to stretch out over its surface. She retracted her helmet as she approached his dark figure. _

_He didn't speak, but motioned her forward, smiling softly. Her irritation from the day evaporated when he smiled like that. He made all of her exhaustion worth it. This smile was reserved just for her. CLU was forced to maintain his authority everywhere else, to everyone else. Not to her. Here, just the two of them, he could show her his pleasure and his pain. _

_She gazed down at his form, CLU's skin bare. The sheet fell just above his waist and he sat forward, his legs bent on the mattress. ZOE slipped a knee up and over the soft fabric and felt her body relax. The cool material was a blessing after a long day of endless work. She stretched out over the bed and crawled into CLU's arms. He hugged her to him and she nuzzled his chest, already drifting into a lethargic hum. A finger looped under her neck and ZOE shivered as all the material fell away, following CLU's trail down her side. His bare hands wrapped around her naked torso and pulled her closer, cradling her like a treasure. _

_ZOE closed her eyes and hummed against him. On the grid, she was strong and harsh; here she was docile and feminine. The sheet slowly slipped up her thighs and CLU pulled her down, nestling her against his shoulder. _

"_I think he's growing jealous." CLU teased softly, settling his chin on top of her head. ZOE groaned._

"_He has no purpose." She said dismissively. ZOE wrapped her arms tighter around CLU's chest, hoping he would drop the subject. She disliked Jarvis and she knew that, no matter what her complaints, the program would always be lurking at CLU's left side. A soft sigh emitted from her lover's lips and it jolted ZOE from her thoughts. She raised her head and studied CLU's face._

"_Does my treatment of Jarvis displease you?" His eyes were closed and his forehead was slacked in a look of sadness._

"_No." He mumbled, rubbing a hand up and down her arm. ZOE knotted her brow and touched the middle of his chest. His eyes opened and she cocked her head. His gaze was dull and pained, his blue irises missing their warm glow. She rubbed her palm over his pecks, recalling the only true source of frustration for CLU. _

"_Flynn." She whispered, lowering her gaze to his skin. CLU closed his eyes and she rested her head under his chin once again. She listened to his pulse, running her hand back and forth with tenderness and understanding. _

_Only a millicycle ago, CLU and Flynn had traveled to the outskirts to plan another construction, ZOE staying behind in the city. When they'd returned, they were followed by hundreds of programs. The creator had been wild with excitement, claiming they were new, free-forming algorithms that he'd never seen before. ZOE was confused by the notion and had not known how to react to this news. They were unlike anything she'd ever encountered, coming out of the outlands like aliens in their world. That night, CLU had been crestfallen, the feeling of inadequacy and jealousy eating at him like wildfire. He didn't understand these beings so he didn't trust them. _

"_He has named them." CLU murmured. His hand drifted to her hair and his fingers ran through it, absentmindedly petting. His voice was soft but his chest still rumbled under her body. "He calls them, ISO's." She rubbed her face against his neck. "He spends all his time studying their code, asking them questions." He continued, the pain in his voice increasing with each confession. She hugged him closer, aware of the hurt Flynn inflicted on her leader. Comforting him was impossible, his voice getting bitter as he spoke. "Nothing is progressing." ZOE kissed his jaw, looping a leg around one of his. She wanted to relieve the source of his frustration, but for now she could only offer compassion. _

"_We will continue. You have always overcome his delays." She whispered, turning his head so she could reach his mouth. His kissed her gently, molding her into his chest with his strong arms. He flipped to lay on her body and scooted down, resting his head on her stomach. She smiled at him and ran her fingers through his hair. CLU placed the side of his face on her ribs, his arms wrapped around her waist. ZOE cooed at him. _

"_You will make the system perfect. You have done so without him before." He glanced up at her and frowned. _

"_They have no purpose, yet he allows them to delay our ultimate goal." ZOE grinned gently._

"_If we eliminated every program without purpose, I would have ended Jarvis many cycles ago." CLU snorted and relaxed, his frown dissipating. She stroked his cheek. "Yet we somehow manage productivity with him around." He laughed softly into her stomach and she smiled, happy she'd lifted his spirits, if only for a moment. Out on the grid, they couldn't afford emotion. But in this bed, intertwined in each other's arms, they were allowed happiness, however brief. His lips made a loud smack on her skin as he kissed her playfully, sliding up to meet her mouth. He kissed her deeply and she let her eyes close. _

_CLU rolled to his side and held her to him, never breaking their embrace. They forgot the grid and celebrated each other. ZOE inhaled his scent and her heart leapt with joy. She belonged to him and he to her. They were going to spend eternity creating their perfect world but all she needed, all she wanted, was CLU. _

_Sleep started to tug at ZOE and she faded, growing heavy in CLU's arms. He held her close and stroked her face, ending their kiss with a peck on her nose. She squeezed him momentarily then her breathing slowed as she fell into sleep mode. _

**A little glance of happy. =) I thought I owed you that much. The calm before the storm, if you will. Leave me something.**


	8. Point of No Return

**OK so I suck. No shout out last time. Love to my loyal reviewers Cyberbutterfly and XxCheshireGrinxX. Don't be afraid to leave me comments. I try to grow from each. =) Enjoy.**

Maintaining control wouldn't be a problem. CLU had been running the grid since the beginning and programs saw him as an authority; the transition would be seamless. ZOE had been unofficially controlling the guard, working to quietly push TRON's authority to the sidelines. He'd been unsuspecting thus far and Flynn… CLU felt a pang of anger. Flynn: his creator, his father, and his brother. He had forced him to do this. He'd forced CLU to choose. The Grid or The User.

The doors opened and the music from End of Line numbed CLU's thoughts. He reluctantly smiled, entering the club. The pulse of the room was contagious and CLU found himself striding across the floor in rhythm with the beat, the low bass pounding through his circuits. Castor and Pollux had made extra care to fill the place, ensuring the party would be the center of the grid. CLU hadn't wanted to attend but he needed to pretend all was well, operating like always. He descended the stairs and flexed his hands at his sides. This night was a celebration for the ISO's, the target of CLU's hatred. Several of the very programs were scattered around the room, gaining attention from those around them. They were the center of awe and curiosity, not disgust and distrust. CLU swallowed, suppressing his fury deep inside. He needed to contain himself tonight; the plan demanded it.

He spotted Flynn, standing on a newly raised platform on the side of the main chamber, sitting comfortably beside TRON and Pollux. Castor was reclined next to his brother, stroking the arm of a female program beside him. CLU felt a wave of emotion when he realized it was ZOE. Her hair was knotted into a thick bun on the top of her head and her makeup was dark and angular. It accented the whites of her eyes in such a way… CLU felt his breath still. She was spectacular. His hands tingled as he looked up at her.

The effect she had on him was just as powerful as the first time he'd met her. Now, after cycles of passion and familiarity, she still rendered him speechless. She alone made him forget his programming, the betrayal he carried with him, and the frustration of the difficult task ahead. CLU wanted to take her away and drown in her. He'd never imagined the extent that his feelings would progress. ZOE had drawn him in with her power, control, and strength, but she'd bewitched him with something else…

Her eyes found his and the two stared. She didn't relax her very statuesque expression, but her eyes sparkled. CLU knew she was pleased to see him and he reciprocated with a small twitch at the corners of his mouth. He marched slowly up the steps and was met by a bubbling Castor.

"Master CLU." He breathed, oozing with lusty bass. CLU extended a fake smile and passed him, walking towards Kevin. His user smiled up at him, scooting to the side to offer a seat to the approaching program. CLU felt a pang of sadness. His user, so kind and generous. _Why did you force this?_ He wanted to scream at him, shake him by the shoulders. Instead he sat gently, accepting his company. TRON didn't react, ignoring the fact that CLU had sat between Kevin and himself.

"Glad you could make it." Kevin joked, tapping CLU's back with an open hand. He'd been so distracted with the ISO's, he didn't understand why CLU hadn't leapt at the opportunity to rejoice at their arrival. _More delays. _CLU had thought when Kevin told him of the celebration. He forced a chuckle.

"Of course." He answered, reclining slightly against the back of the long couch. Pollux leaned forwards.

"I took the liberty of styling our elegant fighter, here." He smiled, motioning towards ZOE. "I had to have Flynn to cajole her." He added, his eyes glancing lovingly at Kevin. CLU chuckled again, sincerely amused at the idea. ZOE took very few orders besides those he gave her. Even TRON held no authority over her now. CLU glanced at her, taking another look at her face. _That explains it._ He thought to himself, grinning at her striking features.

"She looks incredible." He purred, keeping his eyes locked on hers. She didn't overtly respond as Castor reclaimed his seat next at her side. He noticed CLU's gaze and he ran a finger down her arm.

"Pity you don't look this way everyday, my dear." He said, his comment bringing a low hum to CLU's hears. Castor was as jealous as Jarvis, only he chose to insult her with a smile. ZOE's eyes darkened at the remark and Castor withdrew his hand, grinning wider at her reaction. CLU opened his mouth to rebuke him.

"Not everything lies at the surface." TRON spoke suddenly; his tone was firm but calm. CLU turned, surprise evident on his face. They shared a glance and CLU nodded, silently commending his words. Kevin snorted.

"Tell me about it." He laughed. "This whole place is proof of that." CLU wanted to roll his eyes. As always Kevin was on a completely different plane, ignoring what lie right in his face. TRON chuckled and reclined, accepting a drink from a tray that lowered in front of him. CLU accepted one as well and took a large sip. The sooner this was over the better.

Programs danced in front of them in a sea of bodies, swaying gracefully. Pollux and Kevin carried a conversation, TRON joining in a couple times from CLU's side. ZOE's eyes never left him and he felt it, wishing he could sit next to her. They hadn't been alone for a while, CLU's tasks keeping them busy and tightly wound. Tonight marked the point of no return. When the morning cycle began, their plan would execute and they wouldn't be able to stop it.

CLU turned his gaze to Kevin and his stomach hurt. He wished his creator could suddenly discover his flawed logic and reverse his decisions. CLU knew this was unlikely but he wanted it with every line of his code. For tonight, he allowed himself to silently grieve and foolishly hope.

Jarvis pushed through the crowd and appeared on the steps in front of Kevin, casting a quick glance at this master. _Speaking of wishing._ CLU thought, growing tired of constant attention Jarvis wanted of him. The program bowed slightly to the user and Kevin stood, motioning for him to rise.

"You ready?" He asked, clapping Jarvis on the back. The program beamed, elated at the kind words. Even though it wasn't CLU, it was his likeness and that pleased him endlessly. He nodded briskly and Kevin turned him, facing Jarvis out towards the room of programs.

Jarvis took a deep breath then projected his amplified voice throughout the club.

"Greetings Programs." He began. The music faded and faces turned to watch, the room quickly becoming still. "Tonight we celebrate a gift. A precious victory." Smiles broke out across the room and cheers sprung from a few mouths. "Our creator has delivered us a miracle." ISO's beamed from around the room, some flushing at the title of "miracle". CLU fought his reaction of displeasure. Flynn hadn't created them; he didn't even understand them. They were a mutation, an imperfection.

"We celebrate the new race among us. The ISO's." More cheers filled the room and programs embraced the newcomers that the scattered the club. "We celebrate the end of suffering." The crowd grew louder in encouragement. "The end of destruction." CLU ground his teeth, looking away from Jarvis to find ZOE. Her gaze calmed him, reminding him of their plan. Kevin would not ruin the system, they'd ensured that. "But not just for our world." Jarvis lowered his voice, grinning at this revelation. "For the world of THE USERS!" Kevin's face was glowing as he looked out over the club; the programs surrounding the platform were clapping and cheering.

"WE WILL END THEIR PAIN!" Jarvis started a crescendo, his voice booming in CLU's ears.

"WE WILL SAVE THEIR WORLD!" He reached the climax, the thundering applause echoing around him. CLU writhed internally. Kevin had written a fantastic speech but he'd lied to everyone. He was taking from them. He would use and drain them of all their strength and identity. Kevin Flynn would to destroy the grid.

The music resumed and Jarvis shouted over it.

"CELEBRATE OUR CREATOR! CELEBRATE OUR FUTURE!" Pollux stood and joined Kevin, laughing happily at the reaction of the crowd. Castor bounced his crossed leg, gazing at CLU with curiosity. CLU ignored him and rose, followed by TRON. The programs below cheered as their three leaders stood in unison above them.

The party eventually fell back into its original rhythm, everyone dancing and drinking. The music blared and surged, creating a scene of chaos and drunken happiness. Kevin had long disappeared into the crowd, Pollux in tow. Castor was beside ZOE while a female program sat in his lap. He stroked her hair and face but kept flashing heated glances at CLU. TRON reclined beside CLU, both authorities on the grid trying to outdo the other by remaining calm and still. Guards flanked ZOE and she suddenly rose, crossing the platform to CLU's side. She didn't need to speak; CLU knew what she'd heard from her eyes. He stood and nodded to TRON.

"TRON." He said curtly. The program responded with another nod.

"CLU." Then they parted, ZOE following CLU as he parted through the crowd of programs.

It had begun.

His skin buzzed when the doors shut on the elevator. ZOE exhaled.

"Preparations have been made and orders have been given." She said robotically. His nerves were on fire, the anxiety of this deadly move weighing on him. He'd secretly dispatched orders, through ZOE, to the black guard. When the new cycle began, Kevin Flynn would be declared a tyrant and the coup would begin. He couldn't contain himself. CLU's breathing became hurried, hissing out of his nose. He turned to ZOE and saw her eyes were searching him, reading him. He straightened, reminding himself of Kevin's speech. All that stood between the destruction of the grid and its survival was CLU. His face tightened. He forced himself to remember the betrayal, the hatred, and the anger. When they faced TRON and Kevin in the morning, he would be ready.

**Love you all, so love me back! ;) You know what I mean. **


	9. Devotion

**So I've pretty much written out the ending. Wanted to give you a little tenderness. Sorry it's so short!  
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_The arena was empty and dark. ZOE's blue light swirled in strands as she darted in a heated battle with herself. She twisted and turned, leaving streaks in the air with her speed. Her feet made barely any sound as she leapt and landed; she was nearly flying. Lightning flashed in the distance and she met the ground, falling to a crouch. ZOE loved being alone in the shadows. Eyes were on her always now; being CLU's guard had made her distinguished. Thunder rumbled._

_She put her palms to the ground and pushed off with her legs, straightening into a handstand. Her arms grew warm with strength, energy rushing to the muscles. She threw her legs back, arching her spine and landed on her toes, flexing to pull herself into another crouch. ZOE rolled and tucked an arm back to her disc, retracting it and swinging as she shot up from the maneuver. _

_Her disc was blocked with another, the yellow light flooding her senses. She withdrew immediately as her heart pounded in her chest. _

"_CLU." She puffed, retracting the black helmet over her face. He didn't react. She was surprised to see him there. He'd kept himself in the tower for many cycles. CLU broadened his shoulders. ZOE cocked her head and watched as he lowered his stance. The predator-like look about him made her stomach ache. _

"_Fight me." He growled. His expression was masked but she could feel his anger. Something had drawn him here, looking for an answer in a battle. She shook her head._

"_No." This wasn't about winning or losing. ZOE would never raise a weapon to CLU and she'd told him so before. She wasn't afraid of hurting him but there was meaning behind it; she could never go against him. He pondered for a moment then lashed out. She blocked his attack easily, hardly moving. _

"_NO." She repeated, pushing him away. He only increased his momentum, swinging with great strength. ZOE blocked him again and rolled between his legs. As CLU whirled around, she threw her disc to the ground. He approached her slowly, his disc still humming in his hand. Her pulse surged and she planted her feet, aware of how utterly exposed she was in this moment. CLU didn't halt until his chest was touching hers, the heat from his weapon warming her thigh as it dangled at his hip, gripped firmly in his palm. _

_The ISO's had made CLU different with each passing cycle, harder to reach. She'd come to his chamber many nights, hoping to find him changed, happy to hold her again. Instead, she'd found a cold shell. He'd withdrawn into a robotic state, revealing no emotion to anyone. ZOE had prayed for him to touch her, talk to her, or even hurt her. Anything to prove he was still alive under his dulled eyes. _

"_Not with you." She whispered, looking up at her own reflection in the black helmet. The disc vanished from his hand as he tossed it with hers on the arena floor. _

"_I command it." ZOE shook her head, set in her resolve._

"_Then I am forced to disobey." She retorted, meeting his stare with a glare of her own. The symbolism of fighting her leader and lover was wrong._

_His helmet retracted and ZOE was stunned at the pain on CLU's face. He was in a silent anguish, staring at her with dark eyes. _

"_Why?" He murmured. This wasn't about a little scrimmage. She put a palm against his face, drawing her head closer. _

"_I could never…" She whispered. CLU closed his eyes, a lone tear dripping down his cheek. The shock that ran through ZOE's system was acute. She cupped his cheek with her other hand, wiping away the watery trail. "…never oppose you." He opened his eyes and studied her face. ZOE couldn't stand the sadness she saw, the utter devastation. CLU's hands covered her own, taking them away. _

"_Betrayal is easier than you think." He whispered, kissing one of her palms as he lowered it. ZOE couldn't believe his words. CLU had endured so much and now he was crumbling before her eyes. She tugged from his hands and clasped his face again, bringing her lips to his. She kissed him deeply, showing him with soft movements the extent of her devotion. If he were to fall, she would go with him. His arms encased her body and their suits glowed brighter. ZOE trailed her kiss to his cheek, brushing her mouth over his light stubble. _

"_Never." She whispered. "CLU." He leaned back and looked into her eyes. "Never." She repeated. He rubbed her back and kissed her lips gently. ZOE reciprocated, opening her mouth to allow his tongue to glide with hers. CLU's arms tightened around her and they molded into each other._

"_I need your help." He finally said, pulling away. ZOE nodded, agreeing before he'd even told her. She would never abandon him; she would do anything. He searched her face as he spoke._

"_We have to stop Flynn."_

**The end is coming! LOL. I'm sad =( Leave me something. **


	10. The End

**Don't have much to say. We all knew this was coming. Love to reviewers. I hope you enjoy. =)**

His stride was even and light. There wasn't room for hesitation or weakness. This moment would change everything.

Kevin and TRON walked together in the distance, chatting casually. CLU felt his gut tighten at their soft words. Kevin never talked to him like that; they didn't share the memories from the old system. He was inferior to TRON in the eyes of his maker. His image.

No more.

"FLYNN!" The user halted and looked over at him with a confused grin. TRON gazed past Kevin, watching.

"AM I STILL TO CREATE THE PERFECT SYSTEM?" CLU called. His pulse was out of control, surging through him at an extraordinary rate. Kevin's grin faded a little.

"Yeah." He replied like it meant nothing. Nothing. But this was his system now and it meant everything. CLU took a step back and his helmet appeared around his face. The cold black casing numbed his expressions and his heart. Kevin Flynn was nothing, not the system.

Guards appeared around the two and TRON told Kevin to flee. CLU felt a tingle roll up his spine. Power. He'd dreamt of this day for many cycles, thinking it would destroy him to betray his user. But he was wrong; this was incredible. Kevin ran foolishly and CLU caught him, throwing him to the ground. CLU's senses were dulled from adrenaline and he didn't hear Kevin's pleads as he slid backwards under him.

A force knocked CLU off his feet, sending him crashing to the ground. TRON lay on him, defending his friend fiercely with hard jabs. TRON called to Kevin, holding CLU down.

"FLYNN GO!" CLU shoved with all his might, flipping the program off of him. They both stood and CLU whipped an arm across TRON's head, hurling him to the ground. Removing his disk, he brought it down as Kevin disappeared around the corner.

CLU hit him across the jaw with the blunt side of the disc. TRON cried out and fell unconscious. CLU wanted to end him, the humming weapon skill hovering over the program's face. Footsteps broke his trance and he looked up.

ZOE appeared from the shadows, many guards flanking her sides. She'd missed all the action; he was supposed to wait for her arrival. CLU panted inside his helmet, grinning slowly.

He'd done it.

Flynn was on the run and TRON was theirs for capture. With time, he could be repurposed and used to hunt down his old friend. ZOE signaled towards two guards and they took TRON's arms, dragging him out from under CLU's stance.

He couldn't see her face but he knew she was smiling at him. They had locked gazes and neither had wavered since. He could only stand there and admire her. CLU had the perfect partner and she would help him to create the perfect system. His feeble creator no longer obstructed them. Them: together. His heart swelled with pride.

"CLU!" She lurched forward suddenly, her voice gurgled from behind her helmet. He turned and was knocked down on his back with a guard's body. TRON whirled and kicked the second guard, taking his rod before he fell. TRON snarled as he lifted the glowing stick over his head.

"I fight for the users!" He bellowed, bringing the staff down towards CLU's open torso. CLU closed his eyes, waiting for the pain. A scream rang in his ears and he accepted his fate; but no pain came and his eyes flew open. ZOE's face hovered over his helmet and then disappeared, fizzling away into darkness.

It hadn't been him screaming.

TRON dropped the rod with a clang, terror slapped across his face.

"No…" He whispered, falling slowly to his knees. CLU sat up, running a hand over the pixels that were scattered over his chest. TRON started to cry, his cheeks shining with tears.

"She—" He choked, reaching up to his face in horror. CLU finally took a breath.

"Zoe." His eyes scanned the ground. Error. He couldn't comprehend this. Her face, the scream. Error. "Zoe?" CLU felt desperate, groping the tiny pieces shattered around him. Guards grabbed TRON by the arms, yanking his limp form.

"She dove—" He whispered. CLU went cold, mindlessly searching for his partner, his lover. Error.

"Zoe!" The agony swept through him, the image of her last expression burned into his eyes. He let out a scream, retracting his helmet. Sorrow racked his circuits like a dry heave. CLU knelt on all fours, screams seizing his body as he fought the crippling anguish that flooded his programming. TRON wept silently, hanging his head. Anger grew in the pit of CLU's stomach and he raised his eyes, watching the program cry.

This was his fault.

CLU flew at him. Rage filled his code, overriding the excruciating misery that grew in his body.

"YOU!" He snarled, slamming a fist into TRON's face. The program didn't flinch or react but hung limply in the guards' grasp. He hit him again, pixels falling from the impact, then another and another, his hand stinging from ruthless punches. CLU didn't stop until TRON's jaw was a gnarly edge and his once smooth cheeks were pitted, chunks missing from the abuse. The program didn't plead or cry out, taking each blow with lifeless eyes.

CLU ripped his disc from his back, holding it to TRON's throat. Only then did he get a response.

"Do it." TRON croaked. He lulled his head back, exposing his neck. Then CLU understood. TRON welcomed death. After killing his student, TRON was willing to die. His student. CLU scoffed. TRON had lusted for ZOE as equally as he. Even when she'd pledged her allegiance to another, TRON would gaze at her from afar in hopes of catching her eye. He would have never done this to her; it was torturing him.

Torture.

That is what he deserved. For the rest of his existence, TRON would suffer.

"No." CLU hissed, replacing his disc. He grabbed the program's face with his hand, pinching it harshly while more pixels fell. "You will be repurposed." TRON's eyes filled with despair. "You will be a slave. You will destroy hundreds of programs at my command." TRON struggled in the guards' hold.

"No!" CLU wanted TRON to feel it fully, to understand the agony he would be forced to endure without ZOE at his side. The pain TRON had caused would be replaced with the joy at his demise.

"YOU WILL KILL THE USER. YOU WILL BE RUTHLESS. I WILL TAKE ALL OF YOUR HAPPINESS AND LOVE! EVERYTHING YOU TOOK FROM ME."

"NO!" TRON yelled, panic making him thrash. CLU gripped his face harder.

"You will be mine." He growled, digging his nails into the destroyed flesh. TRON froze, fear taking hold of his body. Fear. Delicious.

"Take him away." CLU ordered, releasing the program. The guards obeyed immediately, dragging their capture towards an arriving Recognizer. TRON slumped in defeat, silently crying once again as he was loaded onto the ship. Eventually, it rose again and disappeared, leaving CLU alone on the dark ground.

He crouched and ran his fingers through the tiny shards that remained at his feet. She was supposed to be there forever, never leaving him. CLU let the tears fall and he wept silently, alone in the middle of the street. He recalled the cycles they'd had together: the joy, the love, and the sex. He thought about her first fight, her blushes and humility. CLU gritted his teeth when he remembered her words, loving and praising him. ZOE had completed him.

"Sir?"

CLU's fury returned with a vengeance, fire rising in his circuits. Jarvis stood a distance away, nervously eyeing the scene before him.

"Bring my ship." CLU hissed. The program disappeared and CLU stood.

"_We will continue. You have always overcome."_

Her words sang in his head, killing the weakness within him. She had believed in him and the grid. For her, the it would be perfect. She wouldn't want him to falter. Suddenly he felt no fear, no sadness, no pity, and no love. He would rid the system of imperfection. He would bring it to ultimate power and he would control it with an iron fist.

Nothing would stop CLU.

**Don't forget the last chapter! Tell me if you liked it. =)**


	11. The Teacher

**Last one. **

TRON grieved silently in his cell, his arms dangling uselessly from the bonds that held him. Jarvis stood in the hall as two black guards entered, escorting his reprogrammed disc back. TRON's damaged face was jagged and wet, slick with tears for his memories and for her... He pushed away in terror as the guards turned him, exposing his back. TRON clutched his eyes closed, hoping he could overcome the inevitable by shear will. But he knew, when his disc clicked back into place, his mind would be blank, erasing his life. When the moment came, he wailed, slumping as the reprogramming shut down his system.

Memory Data File: 223001

_TRON had immediately felt a pull to her, calling her to train more frequently than his other students. Her skills were extraordinary upon their first meeting and he was excited to see what she could do with private lessons._

_ZOE. She was called ZOE. He'd enjoyed her humbling blushes when he'd asked for her name, answering him in a quiet, yet confident, voice. TRON's attention was captured by the unique beauty and agility of this program. Now, as they practiced, he realized she could quickly become better than he. _

_TRON had chosen a temporarily unused, small room in the main tower for their private sparring. It was large enough to allow them space to run, leap, and flip without hindrance and it was illuminated by a ring that bordered the floor. The light created odd shadows as they moved around the chamber._

_Her disc came down on him and he blocked it, amazed at the speed she was gaining. He'd only taught her alone for a couple millicycles, yet she moved like he did, unafraid and unwavering. TRON pushed her attack away and she teetered, unbalanced from his shove. He moved quickly and overpowered her, pressing her to the floor. _

_ZOE panted under him, gazing up at his face with awe. His body reacted internally, heat searing up his spine. TRON knew he should withdraw immediately, but his mind was outweighed by his impulses. He lowered his face, drifting only inches away from her. ZOE raised her chin as she drew quick breaths. They both panted, tired from the hour of training they'd endured. TRON lowered his eyes to her open mouth and her eyelids drooped, begging him to act. He panted hungrily, lurching forward to halt only a fraction of an inch from her lips. TRON pulsed with desire but he fought it, thinking of his duty as a teacher before his needs as a male. He could taste her sweet exhales and he hovered, opening his mouth. ZOE gasped in another breath, lifting her head. _

_He withdrew, suddenly ashamed of himself. ZOE was his student. He stood and offered her his hand, pulling her from the floor. TRON smiled weakly, running fingers through his sweaty hair. _

"_You're doing well." He murmured, retreating a step. He wanted to put space between them to deter himself from another close call. ZOE nodded, blushing._

"_Thank you, sir." She sounded wounded and TRON mentally cursed. Using what little strength he had left, he approached her again, tapping her on the shoulder with an open palm. The touch electrified him and he flexed his hand when it returned to hang at his side. _

"_Please ZOE, just TRON." She nodded. Her disc lay on the floor, abandoned from their fight. She bent to pick it up, replacing it on her back. TRON couldn't help but speak again, the urge itching his throat._

"_You have great potential." He added, hoping to adequately praise her. He was afraid of revealing his true feelings so he held back, keeping his statements brief and impersonal. ZOE smiled at him politely. Her eyes sparkled and he was tempted to touch her again._

"_You are a great teacher, sir." She replied, speaking almost freely with him. TRON burned to cup her chin and taste her lips. _

"_TRON." He repeated, lowering his height slightly to look into her eyes. ZOE smiled and met his gaze._

"_TRON."_

REPROGRAMMING COMPLETE.

END OF LINE.

**Thanks for reading. =)**


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